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Securities Products of Insurance Companies in the Course of Regulatory Reform 2014

Speaker(s): Bradford C. Melius, Carl B. Wilkerson, Dodie Kent, Elizabeth F. Brown, Elizabeth G. Osterman, Gary E Herzlich, Geoffrey H. Bobroff, James R. Mumford, Jeffrey S. Puretz, Joan E. Boros, Judy Bartlett, Paul Cellupica, Pramit K. Das, Richard T. Choi, Stephen E. Roth, Will Davis, William J. Kotapish
Recorded on: Jan. 22, 2014
PLI Program #: 50728


J.D., The University of Chicago Law School (1994)
M.A., Nitze School of Advanced International Studies, John Hopkins University (1987)
B.A. International Relations (with honors), College of William & Mary (1985)


Financial Services (Banking, Securities and Insurance)
Unincorporated Business Associations
Corporate Social Responsibility


Elizabeth Brown
is an assistant professor of risk management and insurance in the Robinson College of Business at Georgia State University. Her scholarship focuses on the regulation of financial services (insurance, securities and banking) both within the United States and overseas. Before joining the RMI faculty, Prof. Brown taught for six years at the University of St. Thomas School of Law in Minneapolis, Minnesota and was a visiting professor at the University of Indiana Maurer School of Law in Bloomington, Indiana. While at St. Thomas, she received the Award for Excellence in Professional Preparation (April 2003) for her teaching.

Prior to entering academia, she worked at Clifford Chance in London where she focused on securities transactions having a value of over $30 billion. Ms. Brown has also worked at Jones, Day, Reavis & Pogue in Chicago, where she focused primarily on mergers and acquisition transactions, and at Baker Botts in Houston, where her work involved corporate and securities transactions.

In addition, she worked for four years as an international economist for the International Trade Administration (ITA) in the U.S. Department of Commerce, first in the Office of Africa and later in the Office of East European and Soviet Affairs. While at Commerce, she counseled both Fortune 500 and small businesses on exporting to and investing in the countries that she covered and participated in the negotiations for the bilateral investment treaty and trade agreement between the United States and Bulgaria. She also received the Bronze Medal for Service, which is the highest award within ITA.

Prof. Brown received her B.A. with Honors in international relations from the College of William and Mary, her M.A. in international relations from the Nitze School of Advanced International Studies at Johns Hopkins University, and her J.D. from the University of Chicago, where she was symposium articles editor of The University of Chicago Law School Roundtable.

Carl B. Wilkerson
Vice President and Chief Counsel-Securities & Litigation American Council of Life Insurers

Carl Wilkerson principally addresses financial service institution regulation that has an impact on life insurance companies. He works closely with the various securities, derivatives, market conduct, investments, pensions, and anti-money laundering committees of the ACLI in developing regulatory solutions, and in addressing legislative and administrative actions. He manages ACLI’s amicus litigation functions.

Mr. Wilkerson led ACLI in Dodd-Frank Act reform on derivatives regulation, the broker-dealer standard of care, investment adviser self-regulation, and in numerous subsequent rulemakings implementing the Act. He developed strategies to constructively shape DOL’s 2015 fiduciary rule. Mr. Wilkerson worked closely with the Department of Treasury to establish anti-money laundering regulations for life insurers. He shaped the Uniform Securities Act of 2002 to obtain statutory exclusions for all insurance products. Mr. Wilkerson developed the original SEC streamlined disclosure forms uniquely designed for variable life insurance and variable annuities.

Responsibilities include SEC regulation of variable life insurance and variable annuities, state investment laws governing life insurers, state and federal regulation of financial planners, FINRA regulation of insurance broker-dealers, market conduct issues, and CFTC regulation of commodity pool operators, commodity trading advisers, and derivative instruments. Mr. Wilkerson supported ACLI’s CEO Task Force on Annuities in the development of enhanced annuity suitability, supervision and disclosure. He represents life insurers’ interests in the growing pattern of international regulation of life insurers. He contributed to the development of the Insurance Marketplace Standards Association (IMSA), a voluntary membership organization supporting the Principles and Code of Ethical Market Conduct together with an assessment process verifying compliance.

Mr. Wilkerson served as Co-Chair of the ABA Subcommittee on Securities Activities of Insurance Companies of the Committee on Federal Regulation of Securities. He currently serves as Secretary- Treasurer of the Association of Life Insurance Counsel (ALIC), and previously as Board Member and Securities Section Chair. Mr. Wilkerson is a member of the American College of Investment Counsel. He served as a member of the Bank Secrecy Act Advisory Group (BSSAG) of the Financial Crimes Enforcement Network (FinCEN) of the Department of Treasury for a six year term through 2011, and co-chaired the BSSAG Insurance Subcommittee.

Prior to joining the ACLI, he was a staff attorney at the United States Securities and Exchange Commission in the Division of Investment Management. Responsibilities at the SEC involved the regulation of investment companies and investment advisers under the federal securities laws.

Mr. Wilkerson graduated magna cum laude from the University of Maryland with a B.S. degree in Finance. He earned a masters in law (LLM) at the Georgetown University Law Center in the securities regulation discipline, and his J.D. degree from Catholic University Law School, where he was a member of the Law Review.

Mr. Wilkerson regularly contributes to legal seminars sponsored by ALI-CLE, Practicing Law Institute, and the Association of Life Insurance Counsel. Selected publications include: When Worlds Collide: Securities Regulation and Equity Product Distribution By Life Insurance Companies; 26 Tort And Insurance Law Journal 497 (1991); Hedging the Value of Collective Assets: Financial Institutions Excluded From Regulation as Commodity Pool Operators Under the Commodity Exchange Act; 42 Washington and Lee Law Review 769 (1985); Covering All the Bases: An Integrated Approach to Suitability Regulation, Association of Life Insurance Counsel Proceedings (2002); and Shifting Legal Sands: Growing Pressure on Early Cooperation, Settlement and Waiver in SEC Enforcement Actions, Association of Life Insurance Counsel Proceedings (2005).

Gary E. Herzlich, Esq. is a Director and Associate General Counsel with TIAA-CREF.  Mr. Herzlich advises on Section 403(b) plans, Section 401(a) qualified plans, non-qualified deferred compensation arrangements, fiduciary issues, compliance, and general pension and compensation matters.  He also spent two years serving as Senior Compliance Officer for TIAA-CREF’s pension business.  Before joining TIAA-CREF, Mr. Herzlich was a member of the Employee Benefits and Executive Compensation group of Proskauer, a global law firm based in New York.

Judy Bartlett is Vice President and Associate General Counsel at New York Life, where she heads the Annuities Practice Team. She and her team are responsible for legal matters relating to guaranteed income, fixed deferred, variable and structured settlement annuities. At New York Life Judy has also been the lead attorney for COLI and BOLI products and she has provided legal support to the mutual fund and variable life product areas. Previously, Judy was Vice President and Assistant General Counsel at JPMorgan Chase. She began her legal career as an associate at Willkie Farr & Gallagher. 

Judy is a graduate of New York University School of Law (J.D.) and Pace University's Lubin School of Business (M.B.A and B.B.A, with honors). She is also Vice Chair of Girls Inc. of Westchester County. 

Pramit Das is the Assistant Director of FINRA's Advertising Regulation Department. In this role, his responsibilities include managing two filings review groups, assisting with administration of the filings review program, developing and maintaining the Department's technology needs, providing education to members, FINRA staff and other regulatory staff and, participating in certain rule amendment and rule making projects as necessary. He served in the same role at NASD before its 2007 consolidation with NYSE Member Regulation. Prior to joining NASD in 1994, Mr. Das worked for Metropolitan Life Insurance Company and Arthur Andersen & Co. He holds an M.B.A. from the University of Maryland, College Park, and an M.A. in Financial Economics from Clemson University, Clemson, SC. He was also Series 7 and 63 registered.


Richard T. Choi is a Partner in the Washington, DC office of Jorden Burt LLP. Mr. Choi has extensive experience advising investment companies, investment advisers, broker-dealers, and life insurance companies on federal and state securities and insurance compliance and regulatory matters.

Mr. Choi's experience includes advising investment company boards, independent directors and trustees, and special committees of directors and trustees. He counsels clients on the development and distribution of sophisticated financial products, such as variable annuities, variable life insurance, and face-amount certificates. His experience also includes representation of investment advisers and investment companies in regulatory compliance inspections and examinations, opinions on the availability of 1940 Act exemptions in connection with various types of transactions, and in-house training and education seminars on a variety of regulatory and compliance matters.

Mr. Choi has published numerous articles and regularly speaks on federal securities issues relating to variable insurance products and mutual funds. Mr. Choi has appeared on Bloomberg TV and has been quoted in Bloomberg, the Chicago Tribune, the Los Angeles TimesNational UnderwriterU.S. Banker, the Wall Street Journal Online, and other financial and trade publications. 

Mr. Choi also serves as co-chair of the Advanced Annual ALI CLE Conference on Life Insurance Company Products, now in its 31st year.

J.D., University of Virginia School of Law, 1987
B.A. (with honors), University of Chicago, 1984

Brad Melius is Vice President and Corporate Counsel and Regulatory Lead for Prudential Retirement Law, based in Hartford, Connecticut.  He advises Prudential Retirement, which offers defined contribution, defined benefit and nonqualified plan recordkeeping and investments, as well as directed trustee services.  He is the primary lawyer responsible for IncomeFlex, Prudential’s industry leading in-plan guaranteed lifetime withdrawal benefit.  He is also the primary legal counsel for Prudential Retirement’s federal savings bank and registered investment adviser, and he advises Prudential about various “financial wellness” initiatives.  He has spoken on a variety of topics at legal conferences, including the American Law Institute, American Bar Association and Practicing Law Institute.

Brad has over 20 years of experience advising on issues affecting qualified and nonqualified retirement plans.  From 2006 to 2014, Brad was Adjunct Professor at Quinnipiac University School of Law, where he taught Employee Benefits Law.   Brad graduated with honors in Politics from Fairfield University, where he was a member of the Jesuit Honor Society.   He earned his Juris Doctor from Vanderbilt University School of Law, and was Book Review Editor of the Vanderbilt Journal of Transnational Law


Elizabeth G. Osterman
is an Associate Director and Deputy Chief Counsel in the Division of Investment Management of the U.S. Securities and Exchange Commission. Ms. Osterman previously held a number of positions in the SEC’s Division of Investment Management, including: Assistant Chief Counsel; Assistant Director, Office of Enforcement Liaison; and Assistant Director, Office of Investment Company Regulation. Before joining the U.S. Securities and Exchange Commission, Ms. Osterman was an associate in a corporate law practice in Baltimore, Maryland.

Ms. Osterman received her J.D. degree, cum laude, from the University of Baltimore School of Law and her B.A. degree from Swarthmore College. She is a member of the Maryland Bar Association.

Jeffrey Puretz is a practice group leader in Dechert's financial services group who has more than 30 years of experience. He concentrates on investment management matters for mutual funds, mutual fund boards, investment advisers, and insurance companies, and he is responsible for the group's services in the insurance sector. Prior to joining Dechert, Mr. Puretz worked as a staff attorney with the Division of Investment Management of the Securities and Exchange Commission (SEC).

Mr. Puretz has been included in The Best Lawyers in America in the specialty of mutual funds law since 2007. He has also been designated as one of a handful of leading lawyers for investment management since 2004 by Chambers USA, a referral guide to leading lawyers in the United States. He has lectured and written extensively about mutual funds and variable annuities. He has been widely quoted in the financial press, and his work has been cited by the SEC.

Professional and Other Activities

  • Co-founder and co-chair of the Practising Law Institute conference on "Understanding Securities Products of Insurance Companies," which began in 1995
  • Member, Consulting Board, Board IQ
  • Member, Advisory Board, Mutual Fund Directors Forum
  • Member, Regulatory Affairs Committee, Insured Retirement Institute
  • Adjunct Professor, Catholic University Law School, Securities Program
  • Member, Board of Trustees, Hebrew Home of Greater Washington

Paul G. Cellupica has been Deputy Director of the Division of Investment Management at the U.S. Securities and Exchange Commission (“SEC”) since November 2017.  From 2014 to 2017 he was Managing Director and General Counsel for Securities Law at Teachers Insurance and Annuity Association of America (“TIAA”), where his responsibilities included legal support for the TIAA-CREF fund complex.  From 2004 through 2014 he worked in the Law Department of MetLife, Inc. in various senior roles, including as Chief Counsel for the Americas, where he had responsibility for legal support of MetLife’s insurance and financial services businesses in the U.S. and Latin America.

Between 1996 and 2004, Mr. Cellupica served at the SEC in a number of capacities in the Division of Investment Management and the Division of Enforcement.  From 2001 to 2004, he was Assistant Director in the Division of Investment Management, where he oversaw rulemaking initiatives related to disclosure provided by mutual funds and variable insurance products.  He received the SEC’s Martha Platt Award in 2002 in recognition of his exceptional dedication, professional excellence, and personal integrity, and was a joint recipient of the SEC’s Law and Policy Award in 2003.  Before joining the SEC, Mr. Cellupica practiced at the law firm of Caplin & Drysdale in Washington, D.C., where his practice focused on securities and commercial litigation.

Mr. Cellupica has a B.A. magna cum laude from Harvard College and a J.D. cum laude from Harvard Law School, and was a law clerk for Judge David Nelson of the U.S. Court of Appeals for the Sixth Circuit.  He is admitted to practice in New York and the District of Columbia.

James R. Mumford is and has been First Deputy Commissioner of the Iowa Insurance Division since 2005.  He also served as Iowa’s Securities Administrator for 6 years.

Mr. Mumford graduated from Iowa State University with a degree in agriculture economics and graduated from Harvard University Law School. 

Mr. Mumford has worked in the insurance industry since 1965 starting in private practice.  In 1970 he became counsel with Equitable Life Insurance Company of Iowa.  In 1976 he started a law firm specializing in insurance related matters.  He worked extensively in insurance related matters including variable annuity and indexed annuity products, pension and tax matters, and financial and corporate governance matters.  In 1997, he joined ING Americas as Chief Counsel, Corporate Affairs and also later undertook the duties of Chief Counsel, Special Projects.  During that time he was general counsel of several ING insurance subsidiaries and furnished oversight on ING state government relations activities.  In 2003, he retired from ING and became Of Counsel with Nyemaster, Goode, West, Hansell & O'Brien Law Firm in Des Moines, Iowa. 

Mr. Mumford was active in the National Organization of Life and Health Guaranty Association (NOLHGA) where he was a member of its legal committee for 5 years (chair 2 years), member of its audit committee for 3 years (chair 1 year), member of its executive committee for 3 years (chair 1 year), member of its Board of Directors for 6 years (chair 1 year), member of its financial modernization committee for 3 years and co-chaired its Guaranty Association Modernization Task Force for 2 years.

During his career, Mr. Mumford was active with the National Association of Insurance Commissioners (NAIC) on behalf of his clients.  He was also active representing member companies of the American Council of Life Insurers (ACLI).

Mr. Mumford represents the Iowa Insurance Division by serving on various NAIC Working Groups and Task Forces including currently chairing the NAIC Receivership and Insolvency Task Force, a working group reviewing the NAIC Annuity Disclosure Model Regulation and Annuity Buyer’s Guide and a working group coordinating with federal agencies on ERISA retirement lifetime income issues.

Mr. Kotapish is an Assistant Director of the SEC’s Division of Investment Management, in the Disclosure Review Office of the U.S. Securities and Exchange Commission. 

Prior to joining the SEC staff in 1999, Mr. Kotapish was an attorney with the firm of Dechert Price & Rhoads, where his practice focused on investment management regulation.  He has a BA from the University of Virginia and a JD from Catholic University. 

Mr. Kotapish is an adjunct professor at Catholic University, where he teaches a course on the regulation of investment companies and investment advisers.

Stephen E. Roth is a partner in the Washington office of Eversheds Sutherland (US) LLP.  He received his undergraduate training in mathematics from the University of Notre Dame and his law degree from Yale Law School, where he was an Editor of the Yale Law Journal.   He joined Sutherland  in 1977, became  a  partner  in  1983,  and  currently  serves  as  the  Chair  of  the  Firm's Financial Services and Corporate Practice Groups.

Steve has practiced in the mutual fund and investment  company  area for over 35 years and represents both funds and fund independent trustees.  He is a well-known authority on federal and state regulation of fixed and variable insurance products, on sales  practice and advertising issues related to   insurance   products  generally,   and  on   the   applicability of the Investment Company Act of 1940 to variable products and underlying mutual funds.  He represents numerous insurance companies and money managers in these and other related areas.  Steve is a frequent speaker on topics affecting the asset management and life insurance industries.  For 19 years, he has co-chaired the ALI-CLE Conference on Life Insurance Company Products.

Dodie Kent is Vice President, Lead Director and Associate General Counsel at AXA Equitable Life Insurance Company in New York.  She serves as the Chief Securities Counsel and Manager for the securities legal team that supports the AXA Equitable and MONY Life Insurance Company of America companies’ product development and administration.  Prior to joining AXA, Dodie worked in Prudential’s law department in the Variable Products Group.  Dodie started her career in Washington, DC as a Staff Attorney at the Federal Elections Commission.

Joan E. Boros, Esq. is in Stradley Ronon Stevens & Young, LLP’s Washington, D.C., office.  Her securities, corporate and insurance law experience includes all aspects of the design; organization; qualification; State and Federal registration; regulation and compliance of retail investment companies; variable insurance products; and related entities, such as investment advisers and broker-dealers.  Her focus is currently on the ongoing Dodd-Frank legislation's changes with regard to regulation of entities, securities offerings, advisory and distribution issues.  She has chaired this PLI seminar, "Understanding the Securities Products of Insurance Companies," for 20 years.  She was a co-founder of the National Association for Fixed Annuities (NAFA).  She currently serves on the Board of the Retirement Income Industry Association (RIIA), and on the Governance Board of its Retirement Management Analyst (RMAsm) advanced training for advisers program.

Will Davis is an Assistant Regional Director in the Chicago Regional Office of the U.S. Securities and Exchange Commission.  He joined the Commission staff in August 2000 as an examiner in the Investment Adviser/Investment Company Examination Program.  Mr. Davis was promoted to his current position after having served for six years as a Branch Chief/Exam Manager where his primary responsibilities included supervising teams that planned and executed examinations of entities regulated by the Commission:  investment advisers, investment companies (to include variable insurance separate accounts), transfer agents, and administrators.  Mr. Davis was instrumental in creating the variable insurance products module utilized by the Commission’s National Examination Program.  He is a member of the National Examination Program’s Marketing and Sales Practices Working Group. He received his B. S. in Business Administration with a concentration in Finance, cum laude, from Chicago State University.